Exhibit
10.2


 


Securities
Purchase Agreement


 


This
Securities Purchase Agreement (this “Agreement”),
dated as of July 16, 2021, is entered into by and between Shineco, Inc., a Delaware
corporation (“Company”), and Streeterville Capital, LLC, a Utah limited
liability company, its successors and/or assigns (“Investor”).


 


A.
Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded
by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by
the United States Securities and Exchange Commission (the “SEC”).


 


B.
Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement: (a) Convertible
Promissory Note #1, in the form attached hereto as Exhibit A, in the original principal amount of $3,170,000.00 (the “Note
#1”), convertible into shares of common stock, $0.001 par value per share, of Company (the “Common Stock”),
upon the terms and subject to the limitations and conditions set forth in Note #1; and (b) Convertible Promissory Note #2, in the form
attached hereto as Exhibit B, in the original principal amount of $4,200,000.00 (“Note 2”, and together with
Note #1, the “Notes”), convertible into shares of Common Stock upon the terms and subject to the limitations and conditions
set forth in Note #2.


 


C.
This Agreement, the Notes, and all other certificates, documents, agreements, resolutions and instruments delivered to any party under
or in connection with this Agreement, as the same may be amended from time to time, are collectively referred to herein as the “Transaction
Documents”.


 


D.
For purposes of this Agreement: “Redemption Conversion Shares” means all shares of Common Stock issuable upon conversion
of all or any portion of the Notes; and “Securities” means the Notes and the Redemption Conversion Shares.


 


NOW,
THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Company and Investor hereby agree as follows:


 


1.
Purchase and Sale of Securities.


 


1.1.
Purchase of Securities. Company shall, subject to the terms and conditions set forth herein, issue and sell to Investor and Investor
shall purchase from Company the Notes. In consideration thereof, Investor shall pay the Note #1 Purchase Price (as defined below) and
the Note #2 Purchase Price (as defined below) to Company.


 


1.2.
Form of Payment. On the First Closing Date (as defined below), Investor shall pay the Note #1 Purchase Price to Company via wire
transfer of immediately available funds against delivery of Note #1. On the Second Closing Date (as defined below), Investor shall pay
the Note #2 Purchase Price to Company wire transfer of immediately available funds against delivery of Note #2.


 




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1.3.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 (as applicable)
below, the date of the issuance and sale of Note #1 pursuant to this Agreement (the “First Closing Date”) shall be
July __, 2021, or another mutually agreed upon date. The closing of Note #1 (the “First Closing”) shall occur on the
First Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have occurred
at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah. Subject to the satisfaction of the conditions set forth in Section
5 and Section 6 (as applicable) below, the date of the issuance and sale of Note #2 pursuant to this Agreement (the “Second
Closing Date”, together with the First Closing Date, the “Closing Dates”, and individually, each a “Closing
Date”) shall be a mutually agreed upon date, but in no event later than five (5) Trading Days following satisfaction of the
condition set forth in Section 6.8 below. The closing of Note #2 (the “Second Closing”, together with the First Closing,
the “Closings”, and individually, each a “Closing”) shall occur on the Second Closing Date by means
of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have occurred at the offices of Hansen Black
Anderson Ashcraft PLLC in Lehi, Utah.


 


1.4.
Collateral for the Notes. The Notes shall be unsecured.


 


1.5.
Original Issue Discount; Transaction Expense Amount. Note #1 carries an original issue discount (“OID”) of
$150,000.00. In addition, Company agrees to pay $20,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence,
monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction
Expense Amount”), all of which amount is included in the initial principal balance of Note #1. The “Note #1 Purchase
Price”, therefore, shall be $3,000,000.00, computed as follows: $3,170,000.00 initial principal balance, less the OID, less
the Transaction Expense Amount. Note #2 carries an OID of $200,000.00. The “Note 2 Purchase Price”, therefore, shall
be $4,000,000.00, computed as follows: $4,200,000.00 initial principal balance, less the OID.


 


2.
Investor’s Representations and Warranties. Investor represents and warrants to Company that as of each Closing Date: (i)
this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable
in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D of the 1933 Act; (iv) Investor is acquiring the Securities as principal for its own account and not with a view to or for distributing
or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present
intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no
direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities
in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s
right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities
laws). Investor is acquiring the Securities hereunder in the ordinary course of its business; and (v) Investor has dealt with no broker,
finder, commission agent, or other similar person in connection with the offer or sale of the Notes and the transactions contemplated
by this Agreement, and is under no obligation to pay any broker’s fee, finder’s fee or commission in connection with such
transactions.


 




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3.
Company’s Representations and Warranties. Company represents and warrants to Investor that as of each Closing Date: (i)
Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the
requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as
a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property
owned by it makes such qualification necessary; (iii) Company has registered its Common Stock under Section 12(g) of the Securities Exchange
Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d)
of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been duly and validly
authorized by Company and all necessary actions have been taken; (v) this Agreement, the Notes, and the other Transaction Documents have
been duly executed and delivered by Company and constitute the valid and binding obligations of Company enforceable in accordance with
their terms; (vi) the execution and delivery of the Transaction Documents by Company, the issuance of Securities in accordance with the
terms hereof, and the consummation by Company of the other transactions contemplated by the Transaction Documents do not and will not
conflict with or result in a breach by Company of any of the terms or provisions of, or constitute a default under (a) Company’s
formation documents or bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust, or other material agreement or
instrument to which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any
listing agreement for the Common Stock, or (c) any existing applicable law, rule, or regulation or any applicable decree, judgment, or
order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having
jurisdiction over Company or any of Company’s properties or assets; (vii) no further authorization, approval or consent of any
court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender
of Company is required to be obtained by Company for the issuance of the Securities to Investor or the entering into of the Transaction
Documents; (viii) none of Company’s filings with the SEC contained, at the time they were filed, any untrue statement of a material
fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of
the circumstances under which they were made, not misleading; (ix) Company has filed all reports, schedules, forms, statements and other
documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such
time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension;
(x) there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or, to the knowledge
of Company, threatened against or affecting Company before or by any governmental authority or non-governmental department, commission,
board, bureau, agency or instrumentality or any other person, wherein an unfavorable decision, ruling or finding would have a material
adverse effect on Company or which would adversely affect the validity or enforceability of, or the authority or ability of Company to
perform its obligations under, any of the Transaction Documents; (xi) Company has not consummated any financing transaction that has
not been disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at any
time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1)
under the 1933 Act; (xiii) the Company has not dealt with any broker, finder, or other similar person in connection with the offer or
sale of the Notes and the transactions contemplated by the Agreement, and the Company is not under any obligation to pay any broker’s
fee, finder’s fee or commission in connection with such transactions; (xiv) when issued, the Redemption Conversion Shares will
be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances;
(xv) neither Investor nor any of its officers, directors, stockholders, members, managers, employees, agents or representatives has made
any representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as expressly
set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by the Transaction Documents,
Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers,
employees, agents or representatives other than as set forth in the Transaction Documents; (xvi) Company acknowledges that the State
of Utah has a reasonable relationship and sufficient contacts to the transactions contemplated by the Transaction Documents and any dispute
that may arise related thereto such that the laws and venue of the State of Utah, as set forth more specifically in Section 10.2 below,
shall be applicable to the Transaction Documents and the transactions contemplated therein; and (xvii) Company has performed due diligence
and background research on Investor and its affiliates, including, without limitation, John M. Fife, and, to its satisfaction, has made
inquiries with respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction
Documents, including, among other things, the following: http://investing.businessweek.com/research/stocks/people/person.asp?personId=7505107&ticker=UAHC;
SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. In addition, various
affiliates of Investor are involved in ongoing litigation with the SEC regarding broker-dealer registration (see SEC Civil Case
No. 1:20-cv-05227 (N.D. Ill.)). Company, being aware of the matters described in subsection (xviii) above, acknowledges and agrees that
such matters, or any similar matters, have no bearing on the transactions contemplated by the Transaction Documents and covenants and
agrees it will not use any such information as a defense to performance of its obligations under the Transaction Documents or in any
attempt to avoid, modify or reduce such obligations.


 




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4.
Company Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed in full,
or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) so
long as Investor beneficially owns any of the Securities and for at least twenty (20) Trading Days (as defined in the Notes) thereafter,
Company will timely file on or before the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or
15(d) of the 1934 Act, and will take all reasonable action under its control to ensure that adequate current public information with
respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status
as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such
termination; (ii) when issued, the Redemption Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable,
free and clear of all liens, claims, charges and encumbrances; (iii) the Common Stock shall be listed or quoted for trading on NYSE or
Nasdaq; (iv) trading in Company’s Common Stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease
trading on Company’s principal trading market; (v) within ten (10) days of the First Closing Date, Company shall file with the
SEC a prospectus supplement pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”) registering
at least $7,500,000.00 in Common Stock for the benefit of Investor and disclosing all information relating to the transaction contemplated
hereby required to be disclosed therein and an updated plan of distribution, including, without limitation, the name of Investor, a description
of the Securities being offered hereunder, the terms of the offering, and other material terms of the offering, and any other information
or disclosure necessary to register the transactions contemplated herein; (vi) Company shall use commercially reasonable efforts to maintain
the effectiveness of any registration statement with respect to the Securities at all times during the period beginning on the date hereof
and ending 90 days after the Notes have been fully repaid or fully converted; (vii) beginning on the First Closing Date and ending on
the date that is ninety (90) days from the date that Note 1 and, if issued, Note 2 have been repaid in full, Company agrees it will not
make any Restricted Issuances (as defined below) without Investor’s prior written consent, which consent may be granted or withheld
in Investor’s sole and absolute discretion; (viii) while Company may raise any capital it deems necessary for its operations, Company
shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or
otherwise prohibits Company: (a) from entering into a variable rate transaction with Investor or any affiliate of Investor, or (b) from
issuing Common Stock, preferred stock, warrants, convertible notes, other debt securities, or any other Company securities to Investor
or any affiliate of Investor, for more than ninety (90) total calendar days during the next five (5) years following the Closing; (ix)
Company hereby grants to Investor a participation right, whereby Investor shall have the right to participate in Investor’s discretion
in up to fifty percent (50%) of the amount raised in any equity or debt issuances of Company for so long as the Notes remain outstanding.
In furtherance thereof, should Company seek to raise capital via a debt or equity financing transaction, it shall provide Investor not
less than fifteen (15) calendar days prior written notice of such proposed transaction, along with copies of the proposed transaction
documents. Investor shall then have up to ten (10) calendar days to elect to purchase up to 50% of the debt or equity securities proposed
to be issued in such transaction on the most favorable terms and conditions offered to any other purchaser of the same securities; and
(x) if at any time the number of shares of Common Stock available for issuance to Investor pursuant to the Prospectus Supplement is less
than the number of shares of Common Stock issuable to Investor upon its full conversion of the Notes, then in such event Company will
file within ten (10) days of the occurrence of such event a new prospectus supplement pursuant to Rule 424(b) of the Securities Act registering
sufficient shares of Common Stock for Investor to accommodate a complete conversion of all Notes as of such date. For the avoidance of
doubt, the covenants set forth in the preceding sections (vii) and (viii) shall survive the repayment of the Notes. For purposes hereof,
the term “Restricted Issuance” means any issuance of any Company securities that (A) have or may have conversion rights
of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right
varies with the market price of the Common Stock, or (B) are or may become convertible into Common Stock (including without limitation
convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock,
even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition.
For avoidance of doubt, the issuance of shares of Common Stock under, pursuant to, in exchange for or in connection with any contract
or instrument, whether convertible or not, is deemed a Restricted Issuance for purposes hereof if the number of shares of Common Stock
to be issued is based upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock
issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange. The
parties agree that in the event Company breaches the covenant set forth in Section 4(vii) above, Investor’s sole and exclusive
remedy shall be to receive, as liquidated damages, an amount equal to twenty (20%) of the amount Investor would have been entitled to
invest under the participation right.


 




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5.
Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the applicable Securities
to Investor at the applicable Closing is subject to the satisfaction, on or before each applicable Closing Date, of each of the following
conditions:


 


5.1.
Investor shall have executed this Agreement and delivered the same to Company.


 


5.2.
Investor shall have delivered the Note #1 Purchase Price or the Note #2 Purchase Price, as applicable, to Company in accordance with
Section 1.2 above.


 


6.
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the applicable Securities
at the applicable Closing is subject to the satisfaction, on or before each applicable Closing Date, of each of the following conditions,
provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:


 


6.1.
Company shall have executed this Agreement delivered the same to Investor.


 


6.2.
Solely with respect to the First Closing, Company shall have executed and delivered Note #1 to Investor.


 


6.3.
Solely with respect to the Second Closing, Company shall have executed and delivered Note #2 to Investor.


 


6.4.
Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”)
substantially in the form attached hereto as Exhibit C acknowledged and agreed to in writing by Company’s transfer agent
(the “Transfer Agent”).


 


6.5.
Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as
Exhibit D evidencing Company’s approval of the Transaction Documents.


 


6.6.
Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit
E to be delivered to the Transfer Agent.


 




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6.7.
Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company
herein or therein.


 


6.8.
Solely with respect to the Second Closing, Company shall have (a) received the Approval (as defined in Note #1), and (b) filed the Prospectus
Supplement with the SEC.


 


7.
Reservation of Shares. On the date hereof, Company will reserve 3,150,000 shares of Common Stock from its authorized and unissued
Common Stock to provide for all issuances of Common Stock under the Notes (the “Share Reserve”). Company further agrees
to add additional shares of Common Stock to the Share Reserve in increments of 100,000 shares as and when requested by Investor if as
of the date of any such request the number of shares being held in the Share Reserve is less than three (3) times the number of shares
of Common Stock obtained by dividing the aggregate Outstanding Balance (as defined in the Notes) of the Notes as of the date of the request
by the Redemption Conversion Price (as defined in the Notes). Company shall further require the Transfer Agent to hold the shares of
Common Stock reserved pursuant to the Share Reserve exclusively for the benefit of Investor and to issue such shares to Investor promptly
upon Investor’s delivery of a Redemption Notice under either Note. Finally, Company shall require the Transfer Agent to issue shares
of Common Stock pursuant to the Notes to Investor out of its authorized and unissued shares, and not the Share Reserve, to the extent
shares of Common Stock have been authorized, but not issued, and are not included in the Share Reserve. The Transfer Agent shall only
issue shares out of the Share Reserve to the extent there are no other authorized shares available for issuance and then only with Investor’s
written consent.


 


8.
Terms of Future Financings. So long as either Note is outstanding, upon any issuance by Company of any security with any term
or condition more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly
provided to Investor in the Transaction Documents, then Company shall notify Investor of such additional or more favorable term and such
term, at Investor’s option, shall become a part of the Transaction Documents for the benefit of Investor. Additionally, if Company
fails to notify Investor of any such additional or more favorable term, but Investor becomes aware that Company has granted such a term
to any third party, Investor may notify Company of such additional or more favorable term and such term shall become a part of the Transaction
Documents retroactive to the date on which such term was granted to the applicable third party. The types of terms contained in another
security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts,
conversion lookback periods, interest rates, original issue discounts, stock sale price, conversion price per share, warrant coverage,
warrant exercise price, and anti-dilution/conversion and exercise price resets.


 


9.
OFAC; Patriot Act.


 


9.1.
OFAC Certification. Company certifies that (i) it is not acting on behalf of any person, group, entity, or nation named by any
Executive Order or the United States Treasury Department, through its Office of Foreign Assets Control (“OFAC”) or
otherwise, as a terrorist, “Specially Designated Nation”, “Blocked Person”, or other banned or blocked person,
entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by OFAC or another department
of the United States government, and (ii) Company is not engaged in this transaction on behalf of, or instigating or facilitating this
transaction on behalf of, any such person, group, entity or nation.


 


9.2.
Foreign Corrupt Practices. Neither Company, nor any of its subsidiaries, nor any director, officer, agent, employee or other person
acting on behalf of Company or any subsidiary has, in the course of his actions for, or on behalf of, Company, used any corporate funds
for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any
provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback
or other unlawful payment to any foreign or domestic government official or employee.


 




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9.3.
Patriot Act. Company shall not (i) be or become subject at any time to any law, regulation, or list of any government agency (including,
without limitation, the OFAC) that prohibits or limits Investor from making any advance or extension of credit to Company or from otherwise
conducting business with Company, or (ii) fail to provide documentary and other evidence of Company’s identity as may be requested
by Investor at any time to enable Investor to verify Company’s identity or to comply with any applicable law or regulation, including,
without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318. Company shall comply with all requirements of
law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect. Upon Investor’s
request from time to time, Company shall certify in writing to Investor that Company’s representations, warranties and obligations
under this Section 9.3 remain true and correct and have not been breached. Company shall immediately notify Investor in writing if any
of such representations, warranties or covenants are no longer true or have been breached or if Company has a reasonable basis to believe
that they may no longer be true or have been breached. In connection with such an event, Company shall comply with all requirements of
law and directives of governmental authorities and, at Investor’s request, provide to Investor copies of all notices, reports and
other communications exchanged with, or received from, governmental authorities relating to such an event. Company shall also reimburse
Investor any expense incurred by Investor in evaluating the effect of such an event on the loan secured hereby, in obtaining any necessary
license from governmental authorities as may be necessary for Investor to enforce its rights under the Transaction Documents, and in
complying with all requirements of law applicable to Investor as the result of the existence of such an event and for any penalties or
fines imposed upon Investor as a result thereof.


 


10.
Miscellaneous. The provisions set forth in this Section 10 shall apply to this Agreement, as well as all other Transaction Documents
as if these terms were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth
in this Section 10 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.


 


10.1.
Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit F) arising under this Agreement or any
other Transaction Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship
of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit F attached hereto (the “Arbitration
Provisions”). For the avoidance of doubt, the parties agree that the injunction described in Section 10.3 below may be pursued
in an arbitration that is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents.
The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable
from all other provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has
reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands
that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to
the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing
representations. Company acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding
the Arbitration Provisions.


 




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10.2.
Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Utah, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of Utah. Each party consents to and expressly agrees that
the exclusive venue for arbitration of any dispute arising out of or relating to any Transaction Document or the relationship of the
parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties’ obligations to resolve disputes
hereunder pursuant to the Arbitration Provisions, for any litigation arising in connection with any of the Transaction Documents (and
notwithstanding the terms (specifically including any governing law and venue terms) of any transfer agent services agreement or other
agreement between the Transfer Agent and Company, such litigation specifically includes, without limitation any action between or involving
Company and the Transfer Agent under the TA Letter or otherwise related to Investor in any way (specifically including, without limitation,
any action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from issuing
shares of Common Stock to Investor for any reason)), each party hereto hereby (i) consents to and expressly submits to the exclusive
personal jurisdiction of any state or federal court sitting in Salt Lake County, Utah, (ii) expressly submits to the exclusive venue
of any such court for the purposes hereof, (iii) agrees to not bring any such action (specifically including, without limitation, any
action where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from issuing
shares of Common Stock to Investor for any reason) outside of any state or federal court sitting in Salt Lake County, Utah, and (iv)
waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim, defense
or objection to the bringing of any such proceeding in such jurisdiction or to any claim that such venue of the suit, action or proceeding
is improper. Finally, Company covenants and agrees to name Investor as a party in interest in, and provide written notice to Investor
in accordance with Section 10.9 below, prior to bringing or filing, any action (including, without limitation any filing or action against
any person or entity that is not a party to this Agreement, including without limitation, the Transfer Agent) that is related in any
way to the Transaction Documents or any transaction contemplated herein or therein, including without limitation any action brought by
Company to enjoin or prevent the issuance of any shares of Common Stock to Investor by the Transfer Agent, and further agrees to timely
name Investor as a party to any such action. Company acknowledges that the governing law and venue provisions set forth in this Section
10.2 are material terms to induce Investor to enter into the Transaction Documents and that but for Company’s agreements set forth
in this Section 10.2 Investor would not have entered into the Transaction Documents.


10.3.
Specific Performance. Company acknowledges and agrees that Investor may suffer irreparable harm in the event that Company fails
to perform any material provision of this Agreement or any of the other Transaction Documents in accordance with its specific terms.
It is accordingly agreed that Investor shall be entitled to one or more injunctions to prevent or cure breaches of the provisions of
this Agreement or such other Transaction Document and to enforce specifically the terms and provisions hereof or thereof, this being
in addition to any other remedy to which the Investor may be entitled under the Transaction Documents, at law or in equity. Company specifically
agrees that: (a) following an Event of Default (as defined in the Notes) under either Note, Investor shall have the right to seek and
receive injunctive relief from a court or an arbitrator prohibiting Company from issuing any of its common or preferred stock to any
party unless the Notes are being paid in full simultaneously with such issuance; and (b) following a breach of Section 4(vi) above, Investor
shall have the right to seek and receive injunctive relief from a court or arbitrator invalidating such lock-up. Company specifically
acknowledges that Investor’s right to obtain specific performance constitutes bargained for leverage and that the loss of such
leverage would result in irreparable harm to Investor. For the avoidance of doubt, in the event Investor seeks to obtain an injunction
from a court or an arbitrator against Company or specific performance of any provision of any Transaction Document, such action shall
not be a waiver of any right of Investor under any Transaction Document, at law, or in equity, including without limitation its rights
to arbitrate any Claim pursuant to the terms of the Transaction Documents, nor shall Investor’s pursuit of an injunction prevent
Investor, under the doctrines of claim preclusion, issues preclusion, res judicata or other similar legal doctrines, from pursuing other
Claims in the future in a separate arbitration.


 




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10.4.
Counterparts. Each Transaction Document may be executed in any number of counterparts, each of which shall be deemed an original,
but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s
executed counterpart of a Transaction Document (or such party’s signature page thereof) will be deemed to be an executed original
thereof.


 


10.5.
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation
of, this Agreement.


 


10.6.
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule
of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to
conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


10.7.
Entire Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Company nor Investor
makes any representation, warranty, covenant or undertaking with respect to such matters. For the avoidance of doubt, all prior term
sheets or other documents between Company and Investor, or any affiliate thereof, related to the transactions contemplated by the Transaction
Documents (collectively, “Prior Agreements”), that may have been entered into between Company and Investor, or any
affiliate thereof, are hereby null and void and deemed to be replaced in their entirety by the Transaction Documents. To the extent there
is a conflict between any term set forth in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents
shall govern.


 


10.8.
Amendments. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties
hereto.


 


10.9.
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be
deemed effectively given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor
or by email to an executive officer named below or such officer’s successor, (ii) the earlier of the date delivered or the tenth
Trading Day after deposit, postage prepaid, sending through an internationally-recognized courier, with a confirmation of delivery, and
to have been effected on receipt, or (iii) the earlier of the date delivered or the tenth Trading Day after mailing by express courier,
with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the following addresses
(or at such other addresses as such party may designate by ten (10) calendar days’ advance written notice similarly given to each
of the other parties hereto):


 


	 	If
    to Company:
	 	 	 
	 	 	Shineco,
    Inc.
	 	 	Attn:
    Yuying Zhang
	 	 	Room
    1001, Building T5, DaZu Square
	 	 	Daxing
    District, Beijing
	 	 	People’s
    Republic of China 100176
	 	 	Email:
    secretary@shineco.tech



 




    	9



    	 



    

 


	 	With
    a copy to (which copy shall not constitute notice): 
	 	 	 
	 	 	VCL
    Law LLP
	 	 	Attn:
    Fang Liu, Esq.
	 	 	1945
    Old Gallows Road, Suite 630
	 	 	Vienna
    VA 22182
	 	 	Email:
    fliu@vcllegal.com
	 	 	 
	 	If
    to Investor:
	 	 	 
	 	 	Streeterville
    Capital, LLC
	 	 	Attn:
    John Fife
	 	 	303
    East Wacker Drive, Suite 1040
	 	 	Chicago,
    Illinois 60601
	 	 	Email:
    jfife@chicagoventure.com
	 	 	 
	 	With
    a copy to (which copy shall not constitute notice): 
	 	 	 
	 	 	Hansen
    Black Anderson Ashcraft PLLC
	 	 	Attn:
    Jonathan Hansen
	 	 	3051
    West Maple Loop Drive, Suite 325
	 	 	Lehi,
    Utah 84043
	 	 	Email:
    jhansen@hbaa.law 


 





10.10.
Successors and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed
by Investor hereunder may be assigned by Investor to a third party, including its affiliates, in whole or in part, without the need to
obtain Company’s consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its duties
hereunder without the prior written consent of Investor.


 


10.11.
Survival. The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive
the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to indemnify
and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of
or related to any breach or alleged breach by Company of any of its representations, warranties and covenants set forth in this Agreement
or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 


10.12.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


10.13.
Investor’s Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction
Documents are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and
remedy that Investor may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law,
in equity, or by statute, and any and all such rights and remedies may be exercised from time to time and as often and in such order
as Investor may deem expedient.


 




    	10



    	 



    

 


10.14.
Attorneys’ Fees and Cost of Collection. In the event of any arbitration or action at law or in equity to enforce or interpret
the terms of this Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded the most money
(which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded
to any party) shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full
amount of the attorneys’ fees, deposition costs, and expenses paid by such prevailing party in connection with arbitration or litigation
without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein
shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.
If (i) the Notes are placed in the hands of an attorney for collection or enforcement prior to commencing arbitration or legal proceedings,
or is collected or enforced through any arbitration or legal proceeding, or Investor otherwise takes action to collect amounts due under
the Notes or to enforce the provisions of the Notes, or (ii) there occurs any bankruptcy, reorganization, receivership of Company or
other proceedings affecting Company’s creditors’ rights and involving a claim under the Notes; then Company shall pay the
costs incurred by Investor for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership
or other proceeding, including, without limitation, attorneys’ fees, expenses, deposition costs, and disbursements.


 


10.15.
Waiver. No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by the party
granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision
or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent
or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.


 


10.16.
Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS
OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW
OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY
WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


 


10.17.
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the
other Transaction Documents.


 


10.18.
Voluntary Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions
needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction Documents
and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing, or has waived
the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without any duress or
undue influence by Investor or anyone else.


 


[Remainder
of page intentionally left blank; signature page follows]


 




    	11



    	 



    

 


IN
WITNESS WHEREOF, the undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above written.


 


	 	INVESTOR:
	 	 	 
	 	Streeterville
    Capital, LLC
	 	 	 
	 	By:
    	/s/
    John Fife
	 	 	John
    M. Fife, President 
	 	 	 
	 	COMPANY:
	 	 	 
	 	Shineco,
    Inc.
	 	 	 
	 	By:	/s/
    Sai Wang
	 	 	Sai
    Wang, CFO


 





[Signature
Page to Securities Purchase Agreement]


 




    	 



    	 



    

 





ATTACHED
EXHIBITS:


 


	Exhibit
    A	Note
    #1
	Exhibit
    B	Note
    #2
	Exhibit
    C	Irrevocable
    Transfer Agent Instructions
	Exhibit
    D	Secretary’s
    Certificate
	Exhibit
    E	Share
    Issuance Resolution
	Exhibit
    F	Arbitration
    Provisions


 




    	 



    	 



    

 





Exhibit
F


 


ARBITRATION
PROVISIONS


 


1.
Dispute Resolution. For purposes of this Exhibit F, the term “Claims” means any disputes, claims, demands,
causes of action, requests for injunctive relief, requests for specific performance, liabilities, damages, losses, or controversies whatsoever
arising from, related to, or connected with the transactions contemplated in the Transaction Documents and any communications between
the parties related thereto, including without limitation any claims of mutual mistake, mistake, fraud, misrepresentation, failure of
formation, failure of consideration, promissory estoppel, unconscionability, failure of condition precedent, rescission, and any statutory
claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement (or these Arbitration Provisions (defined
below)) or any of the other Transaction Documents. For the avoidance of doubt, Investor’s pursuit of an injunction or other Claim
pursuant to these Arbitration Provisions or with a court will not later prevent Investor under the doctrines of claim preclusion, issue
preclusion, res judicata or other similar legal doctrines from pursuing other Claims in a separate arbitration in the future. The parties
to this Agreement (the “parties”) hereby agree that the Claims may be arbitrated in one or more Arbitrations pursuant
to these Arbitration Provisions (one for an injunction or injunctions and a separate one for all other Claims). The parties to the Agreement
hereby agree that the arbitration provisions set forth in this Exhibit F (“Arbitration Provisions”) are binding
on each of them. As a result, any attempt to rescind the Agreement (or these Arbitration Provisions) or declare the Agreement (or these
Arbitration Provisions) or any other Transaction Document invalid or unenforceable for any reason is subject to these Arbitration Provisions.
These Arbitration Provisions shall also survive any termination or expiration of the Agreement. Any capitalized term not defined in these
Arbitration Provisions shall have the meaning set forth in the Agreement.


 


2.
Arbitration. Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”)
to be conducted exclusively in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to
the arbitration appeal right provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award
of the arbitrator rendered pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding
upon the parties, (b) the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented
or pleaded to the arbitrator, and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to
monetary awards). Subject to the Appeal Right, any costs or fees, including without limitation attorneys’ fees, incurred in connection
with or incident to enforcing the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting
such enforcement. The Arbitration Award shall include default interest (as defined or otherwise provided for in the Notes, “Default
Interest”) (with respect to monetary awards) at the rate specified in the Notes for Default Interest both before and after
the Arbitration Award. Judgment upon the Arbitration Award will be entered and enforced by any state or federal court sitting in Salt
Lake County, Utah.


 


3.
The Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform Arbitration
Act, U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”).
Notwithstanding the foregoing, pursuant to, and to the maximum extent permitted by, Section 105 of the Arbitration Act, in the event
of conflict or variation between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these
Arbitration Provisions shall control and the parties hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration
Act that may conflict with or vary from these Arbitration Provisions.


 


4.
Arbitration Proceedings. Arbitration between the parties will be subject to the following:


 


4.1
Initiation of Arbitration. Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration
by giving written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted under
Section 10.9 of the Agreement; provided, however, that the Arbitration Notice may not be given by email or fax. Arbitration will
be deemed initiated as of the date that the Arbitration Notice is deemed delivered to such other party under Section 10.9 of the Agreement
(the “Service Date”). After the Service Date, information may be delivered, and notices may be given, by email or
fax pursuant to Section 10.9 of the Agreement or any other method permitted thereunder. The Arbitration Notice must describe the nature
of the controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims in the Arbitration Notice must
be pleaded consistent with the Utah Rules of Civil Procedure.


 




    	 



    	 



    

 


4.2
Selection and Payment of Arbitrator.


 


(a)
Within ten (10) calendar days after the Service Date, Investor shall select and submit to Company the names of three (3) arbitrators
that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such
three (3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”). For the avoidance of
doubt, each Proposed Arbitrator must be qualified as a “neutral” with Utah ADR Services. Within five (5) calendar days after
Investor has submitted to Company the names of the Proposed Arbitrators, Company must select, by written notice to Investor, one (1)
of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Company fails to select one
of the Proposed Arbitrators in writing within such 5-day period, then Investor may select the arbitrator from the Proposed Arbitrators
by providing written notice of such selection to Company.


 


(b)
If Investor fails to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph
(a) above, then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three (3) arbitrators
that are designated as “neutrals” or qualified arbitrators by Utah ADR Service by written notice to Investor. Investor may
then, within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Investor, select, by written notice
to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Investor
fails to select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators selected by Company, then Company
may select the arbitrator from its three (3) previously selected Proposed Arbitrators by providing written notice of such selection to
Investor.


 


(c)
If a Proposed Arbitrator chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that selected
such Proposed Arbitrator may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of the date the
chosen Proposed Arbitrator declines or notifies the parties he or she is unable to serve as arbitrator. If all three (3) Proposed Arbitrators
decline or are otherwise unable to serve as arbitrator, then the arbitrator selection process shall begin again in accordance with this
Paragraph 4.2.


 


(d)
The date that the Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both
parties to serve as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator
resigns or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to
continue the Arbitration. If Utah ADR Services ceases to exist or to provide a list of neutrals and there is no successor thereto, then
the arbitrator shall be selected under the then prevailing rules of the American Arbitration Association.


 


(e)
Subject to Paragraph 4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if
one party refuses or fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to
the accrual of Default Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.


 


4.3
Applicability of Certain Utah Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the
Utah Rules of Civil Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without
limitation, to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The
Utah Rules of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing,
it is the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the
event of any conflict between the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions, these
Arbitration Provisions shall control.


 


4.4
Answer and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating
the Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required
deadline, the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against
such party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within
the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration
Notice, against a party that fails to submit an answer within such time period.


 




    	 



    	 



    

 


4.5
Related Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent
legal proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject
to the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration
Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party
files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will
be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails
to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall
be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal
or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined
in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation
Proceedings pursuant to the Arbitration Act.


 


4.6
Discovery. Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as follows:


 


(a)
Written discovery will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof,
and the written discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded
in the Arbitration. The party seeking written discovery shall always have the burden of showing that all of the standards and limitations
set forth in these Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited
as follows:


 


(i)
To facts directly connected with the transactions contemplated by the Agreement.


 


(ii)
To facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or
less expensive than in the manner requested.


 


(b)
No party shall be allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests
for admission (including discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than
three (3) depositions (excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions
will be borne by the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition
of the estimated attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending
the deposition fails to submit an estimate of attorneys’ fees within five (5) calendar days of its receipt of a deposition notice,
then such party shall be deemed to have waived its right to the estimated attorneys’ fees. The party taking the deposition must
pay the party defending the deposition the estimated attorneys’ fees prior to taking the deposition, unless such obligation is
deemed to be waived as set forth in the immediately preceding sentence. If the party taking the deposition believes that the estimated
attorneys’ fees are unreasonable, such party may submit the issue to the arbitrator for a decision. All depositions will be taken
in Utah.


 


(c)
All discovery requests (including document production requests included in deposition notices) must be submitted in writing to the arbitrator
and the other party. The party submitting the written discovery requests must include with such discovery requests a detailed explanation
of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure.
The receiving party will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the
arbitrator an estimate of the attorneys’ fees and costs associated with responding to such written discovery requests and a written
challenge to each applicable discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to
one or more discovery requests, consistent with subparagraph (c) above, the arbitrator will within three (3) calendar days make a finding
as to the likely attorneys’ fees and costs associated with responding to the discovery requests and issue an order that (i) requires
the requesting party to prepay the attorneys’ fees and costs associated with responding to the discovery requests, and (ii) requires
the responding party to respond to the discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s
finding with respect to such discovery requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or
a challenge to discovery requests fails to do so within such 5-day period, the arbitrator will make a finding that (A) there are no attorneys’
fees or costs associated with responding to such discovery requests, and (B) the responding party must respond to such discovery requests
(as may be limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery
requests. Any party submitting any written discovery requests, including without limitation interrogatories, requests for production
subpoenas to a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, before
the responding party has any obligation to produce or respond to the same, unless such obligation is deemed waived as set forth above.


 




    	 



    	 



    

 


(d)
In order to allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth
in these Arbitration Provisions and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery
request does not satisfy any of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil Procedure, the arbitrator
may modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.


 


(e)
Each party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of
the Arbitration Commencement Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following:
(i) a complete statement of all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name
and qualifications, including a list of all the expert’s publications within the preceding ten (10) years, and a list of any other
cases in which the expert has testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii)
the compensation to be paid for the expert’s report and testimony. The parties are entitled to depose any other party’s expert
witness one (1) time for no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter
not fairly disclosed in the expert report.


 


4.7
Dispositive Motions. Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules
of Civil Procedure (a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required
to, deliver to the arbitrator and to the other party a memorandum in support (the “Memorandum in Support”) of the
Dispositive Motion. Within seven (7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator
and to the other party a memorandum in opposition to the Memorandum in Support (the “Memorandum in Opposition”). Within
seven (7) calendar days of delivery of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support
shall deliver to the arbitrator and to the other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”).
If the applicable party shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver
the Reply Memorandum as required above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion
shall proceed regardless.


 


4.8
Confidentiality. All information disclosed by either party (or such party’s agents) during the Arbitration process (including
without limitation information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential
in nature. Each party agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration
process (including without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure
such information becomes public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party
or its agents, (b) such information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving
party has notified the other party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court
of competent jurisdiction prior to disclosure, or (c) such information is disclosed to the receiving party’s agents, representatives
and legal counsel on a need to know basis who each agree in writing not to disclose such information to any third party. Pursuant to
Section 118(5) of the Arbitration Act, the arbitrator is hereby authorized and directed to issue a protective order to prevent the disclosure
of privileged information and confidential information upon the written request of either party.


 


4.9
Authorization; Timing; Scheduling Order. Subject to all other portions of these Arbitration Provisions, the parties hereby authorize
and direct the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the
Arbitration proceedings to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties hereby agree that
an Arbitration Award must be made within one hundred twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator
is hereby authorized and directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement Date
in order to establish a scheduling order with various binding deadlines for discovery, expert testimony, and the submission of documents
by the parties to enable the arbitrator to render a decision prior to the end of such 120-day period.


 


4.10
Relief. The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief
which the arbitrator deems proper under the circumstances, including, without limitation, specific performance and injunctive relief,
provided that the arbitrator may not award exemplary or punitive damages.


 




    	 



    	 



    

 


4.11
Fees and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being
awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory
fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration,
and (b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery
costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.


 


5.
Arbitration Appeal.


 


5.1
Initiation of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have
a period of thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant
elects to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel
of arbitrators as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein
as the “Appeal Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph
4.1 above with respect to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee,
the Appellant must also pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond
in the amount of 110% of the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing.
In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance
with the provisions of this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will
not be further conditioned. In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond)
to the other party within the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award.
If no party delivers an Appeal Notice (along with proof of payment of the applicable bond) to the other party within the deadline described
in this Paragraph 5.1, the Arbitration Award shall be final. The parties acknowledge and agree that any Appeal shall be deemed part of
the parties’ agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.


 


5.2
Selection and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof
of payment of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3)
person arbitration panel (the “Appeal Panel”).


 


(a)
Within ten (10) calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5) arbitrators
that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such
five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For the avoidance
of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with Utah ADR Services, and shall not be the arbitrator
who rendered the Arbitration Award being appealed (the “Original Arbitrator”). Within five (5) calendar days after
the Appellee has submitted to the Appellant the names of the Proposed Appeal Arbitrators, the Appellant must select, by written notice
to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the members of the Appeal Panel. If the Appellant fails to select
three (3) of the Proposed Appeal Arbitrators in writing within such 5-day period, then the Appellee may select such three (3) arbitrators
from the Proposed Appeal Arbitrators by providing written notice of such selection to the Appellant.


 


(b)
If the Appellee fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the
Appeal Date pursuant to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed
Appeal Arbitrators, identify the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators
by Utah ADR Service (none of whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may then, within five
(5) calendar days after the Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written notice to
the Appellant, three (3) of such selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing within
such 5-day period three (3) of the arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the Appellant
may select the three (3) members of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written notice
of such selection to the Appellee.


 




    	 



    	 



    

 


(c)
If a selected Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal
Arbitrator may select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date
a chosen Proposed Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three
(3) of the five (5) designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator
selection process shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators
who have already agreed to serve shall remain on the Appeal Panel.


 


(d)
The date that all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email)
delivered to both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal
Commencement Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in
writing (including via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel
to serve as the lead arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes
of these Arbitration Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make
determinations upon the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator
on the Appeal Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the
Appeal proceedings, a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member
of the Appeal Panel. If Utah ADR Services ceases to exist or to provide a list of neutrals, then the arbitrators for the Appeal
Panel shall be selected under the then prevailing rules of the American Arbitration Association.


 


(d)
Subject to Paragraph 5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.


 


5.3
Appeal Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel
shall conduct a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and
all other provisions of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate
for a fair and expeditious disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous
evidence and discovery, together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents
filed with the Appeal Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal
Panel shall not permit the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new
witnesses or affidavits, and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the
Arbitration Award.


 


5.4
Timing. 


 


(a)
Within seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal
Panel copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents
filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,
but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning
or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)
calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal
Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s
delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply
Memorandum to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of
this subparagraph (a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final.
If the Appellee shall fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply
Memorandum as required above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and
the Appeal shall proceed regardless.


 


(b)
Subject to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar
days of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal
is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).


 




    	 



    	 



    

 


5.5
Appeal Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator
on the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety
and make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall
remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive
remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)
be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,
including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award shall,
to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award shall include
Default Interest (with respect to monetary awards) at the rate specified in the Notes for Default Interest both before and after the
Arbitration Award. Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting in Salt Lake
County, Utah.


 


5.6
Relief. The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel
deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal
Panel may not award exemplary or punitive damages.


 


5.7
Fees and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party
being awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any
statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the
Arbitration and the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal
Panel, which, for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges
awarded to any part) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery
costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including
without limitation in connection with the Appeal).


 


6.
Miscellaneous.


 


6.1
Severability. If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision
shall be modified to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration
Provisions shall remain unaffected and in full force and effect.


 


6.2
Governing Law. These Arbitration Provisions shall be governed by the laws of the State of Utah without regard to the conflict
of laws principles therein.


 


6.3
Interpretation. The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of,
or affect the interpretation of, these Arbitration Provisions.


 


6.4
Waiver. No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed
by the party granting the waiver.


 


6.5
Time is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.


 


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